Kraft Heinz (Nasdaq: KHC) revises bylaws on meetings, nominations and proxy terms
Rhea-AI Filing Summary
The Kraft Heinz Company amended and restated its by-laws effective July 22, 2026. The changes clarify the Board’s ability to postpone, reschedule, or cancel stockholder meetings and refine who may chair meetings, including allowing any director or officer to serve as chairperson.
The amendments redefine a quorum as holders of a majority in voting power of outstanding shares entitled to vote, represented in person or by proxy, and adjust rules for adjourned meetings. They also expand disclosure and procedural requirements for stockholder business proposals and director nominations, including additional background on proponents, beneficial owners, and nominees, and limit nominations to the number of seats up for election.
Other updates increase the maximum duration of a proxy from 11 months to three years, align notice, record date, written consent, and remote participation provisions with Delaware law, address Board and committee meeting mechanics, and designate U.S. federal district courts as the exclusive forum for Securities Act of 1933 claims.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Proxy maximum duration: 3 years
Prior proxy duration: 11 months
Effective date of amended by-laws: July 22, 2026
3 metrics
Proxy maximum duration
3 years
Maximum duration of a proxy under amended by-laws
Prior proxy duration
11 months
Previous maximum proxy term replaced by new 3-year limit
Effective date of amended by-laws
July 22, 2026
Date the amended and restated by-laws became effective
Key Terms
quorum, stockholder action by written consent, inspectors of election, electronic transmission, +1 more
5 terms
quorum regulatory
"revise the quorum requirement to provide that a quorum consists of the holders"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
stockholder action by written consent regulatory
"stockholder action by written consent in lieu of a meeting"
inspectors of election regulatory
"provisions relating to notice and waiver of notice of meetings, the fixing of record dates, stockholder action by written consent in lieu of a meeting, inspectors of election"
electronic transmission technical
"provide for participation and voting by means of remote communication and the use of electronic transmission"
exclusive forum regulatory
"designate the federal district courts of the United States as the exclusive forum for the resolution of any complaint"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What bylaw changes did Kraft Heinz (KHC) approve on July 22, 2026?
Kraft Heinz approved amended and restated by-laws effective July 22, 2026. Changes address meeting procedures, quorum, proxy duration, stockholder proposals and nominations, director and officer authorities, and an exclusive federal forum for Securities Act of 1933 claims.
What new requirements apply to Kraft Heinz (KHC) stockholder proposals and director nominations?
The revised by-laws enhance procedural mechanics and disclosure for stockholder business and nominations, requiring additional background information, periodic updates before meetings, and limiting nominees to the number of directors to be elected at that meeting, with added timing rules if Board size increases.
How long can a proxy now remain valid under Kraft Heinz (KHC) by-laws?
Kraft Heinz increased the maximum duration of a proxy from 11 months to three years. This change extends how long a proxy appointment can remain effective, subject to the terms of the proxy and applicable law.
What forum does Kraft Heinz (KHC) designate for Securities Act claims?
The amended by-laws designate the federal district courts of the United States as the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
Did Kraft Heinz (KHC) change rules on remote participation and electronic communications?
Yes. The amended by-laws update provisions on notice, waivers, record dates, written consents, inspectors of election, stockholder lists, and explicitly provide for participation and voting by remote communication and the use of electronic transmission in line with Delaware law.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2026
The Kraft Heinz Co mpany
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(412 ) 456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2026, the Board of Directors (the “Board”) of The Kraft Heinz Company (the “Company”) amended and restated the Company’s by-laws (the “By-Laws”), effective as of such date. Among other things, the amendments: (a) clarify the Board’s authority to postpone, reschedule, or cancel a previously scheduled annual or special meeting; (b) revise the quorum requirement to provide that a quorum consists of the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote at the meeting, represented in person or by proxy, and modify the provisions relating to adjourned meetings of stockholders (including notice and record date requirements applicable to adjourned meetings); (c) clarify the authority of the chairperson of a meeting of stockholders to convene, recess and adjourn the meeting, and permit any director or officer to serve as chairperson of the meeting; (d) enhance the procedural mechanics and disclosure requirements relating to business proposals submitted, and director nominations made, by stockholders, including by requiring: (1) certain additional background information regarding the proposing or nominating stockholder, any beneficial owner on whose behalf the matter is submitted, any proposed nominee, and their respective affiliates or associates (including information regarding derivative instruments, short positions, hedging transactions, and similar interests, arrangements relating to rights to dividends or distributions, and other agreements, arrangements or understandings relating to such matter), (2) that such information be updated and supplemented as of specified dates in advance of the meeting, and (3) that the number of nominees a stockholder may nominate not exceed the number of directors to be elected at the applicable meeting, and adding related definitions and provisions addressing the timing of nominations following an increase in the size of the Board; (e) increase the maximum duration of a proxy from 11 months to three years; (f) update and conform to the General Corporation Law of the State of Delaware the provisions relating to notice and waiver of notice of meetings, the fixing of record dates, stockholder action by written consent in lieu of a meeting (including by deleting certain provisions related to the information that was required to be provided in a stockholder’s request that the Board fix a record date for such action), inspectors of election, and the availability of a list of stockholders entitled to vote, and to provide for participation and voting by means of remote communication and the use of electronic transmission; (g) revise provisions relating to meetings of the Board and its committees, including quorum requirements and action by written consent or electronic transmission; (h) permit any certificate representing shares to be signed by any two authorized officers of the Company; and (i) designate the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The By-Laws also incorporate various other updates and technical, clarifying and conforming changes.
The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, as amended and restated, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |||||||||||||||||||||||||
| 3.1 | Amended and Restated By-Laws of The Kraft Heinz Company, effective July 22, 2026. | |||||||||||||||||||||||||
104 | The cover page of The Kraft Heinz Company's Current Report on Form 8-K dated July 22, 2026, formatted in iXBRL. | |||||||||||||||||||||||||
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Kraft Heinz Company | ||||||||
| Date: July 27, 2026 | By: | /s/ Angel Willis | ||||||
| Angel Willis | ||||||||
| Executive Vice President, Global General Counsel and Corporate Affairs Officer | ||||||||
2